Cell migration involves positive and negative feedback loops that coordinate integrin engagement with lamellipodial protrusion. A key player is Cas (p130Cas, BCAR1), whose integrin-induced phosphorylation stimulates actin polymerization at the cell edge and formation of a ruffling lamellipodium. Cas phosphorylation also stimulates Cas downregulation by the ubiquitin-proteasome pathway, ensuring negative feedback. Although Cas appears to be mechanosensitive, it remains unclear how integrins stimulate Cas phosphorylation. Cas associates with integrin adhesions through its N and C termini. The C terminus of Cas binds to an SH2 domain protein, BCAR3, but the importance of this interaction is unclear. Here, we find that, like Cas, BCAR3 is also activated by phosphorylation and inactivated by the ubiquitin-proteasome system. BCAR3 is necessary for Cas phosphorylation but not Cas localization. Instead, BCAR3 requires Cas for localization. We identify a single phosphorylation site in BCAR3 that is required for both Cas activation and for BCAR3 turnover. Mutation of this site inhibits BCAR3 turnover, Cas phosphorylation, lamellipodium ruffling and migration. This places BCAR3 in a co-regulatory positive-feedback circuit with Cas, with BCAR3 requiring Cas for localization and Cas requiring BCAR3 for activation. The use of a single phosphorylation site in BCAR3 for activation and degradation ensures reliable negative feedback by the ubiquitin-proteasome system.